(202) 234-4433Washington DCwww.nealrgross.com - PDF document

(202) 234-4433Washington DCwww.nealrgros
(202) 234-4433Washington DCwww.nealrgross.com + + + + +IN THE MATTER OF: : : Wednesday October 23, 2019 The Alcoholic Beverage Control Boardmet in the Alcoholic Beverage Control HearingPRESENT:DONOVAN W. ANDERSON, ChairpersonNICK ALBERTI, MemberALSO PRESENT:THEODORE STEIN, OWNER(202) 234-4433Washington DCwww.nealrgross.com1 P-R-O-C-E-E-D-I-N-G-S2 10:12 a.m.3 CHAIRPERSON ANDERSON: All right. Our4next case, we have a -- the next case is Barcode,5License Number 82039. Barcode, this is Barcode.6I don't know who the parties are. This is a case7Barcode. So whoever is here for Barcode.8 MR. KROSRAGOANIS: That would be me.9 MR. STEIN: Yes. We are here for10Barcode, Mr. Chairman, both the representative11and myself, Theodore Stein as attorney. This is12Mr. Krosragoanis.13 MR. O'BRIEN: I

was under the14impression this was on th
was under the14impression this was on the transfer application.15 CHAIRPERSON ANDERSON: Yes, this is on16the transfer application.17 MR. O'BRIEN: Okay.18 CHAIRPERSON ANDERSON: So would19everyone -- all right. Good morning, everyone. 20All right. So would the parties introduce21themselves for the record, please?22 MR. O'BRIEN: Stephen O'Brien23representing DMT LLC, which is the transfer24applicant.25 CHAIRPERSON ANDERSON: You said D --(202) 234-4433Washington DCwww.nealrgross.com1 MR. O'BRIEN: DMT LLC, which is the2transfer applicant. I'm accompanied by -- I'm3having a hard time with some of the4pronunciations. I'll just let each person5identify themselves.6 CHAIRPERSON ANDERSON: Yes. Thank you7very much for that, Mr. O'Brien. And I'm going8to have an even more wonderful time with the9pronunciations.10 MR. O'BRIEN: I'm just giving a11business card, which I'm passing to the re

porter12for spelling.13 CHAIR
porter12for spelling.13 CHAIRPERSON ANDERSON: So we can, yes.14 MS. WUBE: Arlene Wube.15 CHAIRPERSON ANDERSON: Who are you,16Ms. Wube?17 MS. WUBE: Arlene Wube, W-U-B as in18boy-E.19 CHAIRPERSON ANDERSON: And who are20you, ma'am?21 MS. WUBE: I'm one of the members.22 CHAIRPERSON ANDERSON: Of DMT LLC?23 MS. WUBE: Yes, DMT Group LLC.24 CHAIRPERSON ANDERSON: Right. I'm25sorry. Who else do we have?(202) 234-4433Washington DCwww.nealrgross.com1 MR. TESFAKIROS: My name is Mulugeta2Tesfakiros.3 CHAIRPERSON ANDERSON: Can you speak4up, sir?5 MR. TESFAKIROS: Mulugeta Tesfakiros.6 CHAIRPERSON ANDERSON: How do you7spell your last name, sir?8 MR. TESFAKIROS: T-E-S-F-A-K-I-R-O-S.9 CHAIRPERSON ANDERSON: I can't hear10you, sir. T-E-S --11 MR. TESFAKIROS: T-E-S --12 CHAIRPERSON ANDERSON: Y

es.13 MR. TESFAKIROS: -- F-A
es.13 MR. TESFAKIROS: -- F-A-K-I-R-O-S.14 CHAIRPERSON ANDERSON: Good morning.15 MR. TESFAKIROS: Good morning.16 MR. HAILEGORGHIS: My name is 17Hailegorghis, Derege. Last name H-A-I-L-E-G-O-R-18G-H-I-S. I'm from Pure Nightclub and Lounge.19 CHAIRPERSON ANDERSON: And are you20also --21 MR. HAILEGORGHIS: I'm a member of22DMT, yes.23 CHAIRPERSON ANDERSON: All right. All24right.25 MR. O'BRIEN: All right, Chair. Each(202) 234-4433Washington DCwww.nealrgross.com1of these individuals are a one-third member of2the transfer applicant. And the gentleman all3the way to your right and Ms. Wube are the4managing members.5 CHAIRPERSON ANDERSON: All right. All6right. Let me have a little opening. Okay. 7This case is a fact finding hearing. It involves8a stock transfer regarding ownership.9 This matter originally came before the10Board on the licensing agenda. And t

he Board11thought it was prudent that so
he Board11thought it was prudent that some discussions be12had on the record with respect to what the13licensee is trying to accomplish.14 In that vein, the Board is going to15ask a few questions, specifically to establish16that a transfer is being made pursuant to an17arm's-length transaction and there is18transparency in this transaction. That ABRA19records accurately and fully reflect which owners20remain and what percentage and finally all21remaining -- our new owners have clean hands22regarding the tax liability or outstanding tax23records owed to the government of the District of24Columbia.25 I believe, Mr. O'Brien, it appears(202) 234-4433Washington DCwww.nealrgross.com1that there are other members of this organization2who own Barcode. And if they're here, I want3them to come forward because one of the reasons -4- I want some clarification on the ownership --5what the ownership is going to be of this6establishment. And I'm not quite sure if yo

u can7represent who owns the other 66-1/
u can7represent who owns the other 66-1/3 percent of8this.9 Will DMT LLC own 100 percent of the10establishment?11 MR. O'BRIEN: Yes, Mr. Chair. And12this differs from the other cases you heard on13October 2 where the licensed entity remained in14place but had new members, a reshuffling of15membership. This is a total transfer of16ownership.17 CHAIRPERSON ANDERSON: All right. So18because -- all right. Hold on one moment. And I19need to get some clarification because what I had20before -- at least what information that was21provided to us is that -- this is what ABRA's22record reflects.23 And I'm not quite sure -- one of the24things that I found out as far as ownership of25these establishments are concerned is that ABRA(202) 234-4433Washington DCwww.nealrgross.com1has one list of ownership but because of this2unfortunate incident that occurred with the tax3issue then we have shuffling of papers.4 So this is what ABRA

records reflect5that Mia Sparta had 250
records reflect5that Mia Sparta had 250 percent, I don't know,6maybe it's 25 percent. It says 250 percent. 7Leema 3, LLC shareholder, RM Enterprises,8shareholder, and I guess 400 shares remain in9corporate treasury for shareholder. And then we10had Antonia Caragroonez. She's the president. I11guess it said she owned zero. Masood A-B-O-U-G-12H-D-D-A-R-E-H was a vice president. He owned13zero. Ahmed Amashari, secretary.14 So I need to get some clarification on15who owns this entity. Who owned the entity16prior? And if DMT LLC -- who is transferring17ownership to DMT? Who is DMT negotiating with18now that they're owner -- yes, how is it? Who19did DMT negotiate with and what percent -- who20did they negotiate with to get ownership and does21DMT LLC, do they now own 100 percent of Barcode? 22Because I don't know who the owners were.23 Yes, sir. Please add in for yourself24for the record, sir.25 MR. STEIN: Yes, Mr. Chairman,(202) 234-4

433Washington DCwww.nealrgross.com1Theo
433Washington DCwww.nealrgross.com1Theodore Stein, attorney for Barcode Corporation,2accompanied by Antonios Krosragoanis, president3of Barcode Corporation. I think I can help4clarify your --5 CHAIRPERSON ANDERSON: Yes, please,6sir.7 MR. STEIN: Chairman, if that would be8helpful. Can I be seated?9 CHAIRPERSON ANDERSON: Yes, that's10fine. Thank you.11 MR. STEIN: This is not a stock sale,12Mr. Chairman and members of the Board. This is13an asset purchase. So it's a sale of the14business and it's the establishment of Barcode. 15So the transfer is one of the conditions of the16asset purchase agreement. And it was negotiated,17Mr. Chairman, at arm's-length. These are18unrelated parties, buyer and seller.19 And so the entire Barcode business,20all of its assets, will be sold to the buyer21entity, the LLC.22 CHAIRPERSON ANDERSON: So previous23ownership -- so will there be any relationship24between -- I gue

ss what I'm trying to find out is25what
ss what I'm trying to find out is25what continuing relationship, if any, will there(202) 234-4433Washington DCwww.nealrgross.com1be between previous ownership, previous members2of -- whoever the entity that owned Barcode with3DMT LLC?4 MR. STEIN: And the answer, Mr.5Chairman, is that there will not be any business6relationship, that the Barcode corporation is7leaving the business of owning and operating the8Barcode business. It's a little bit of a9disjunction.10 But what is being sold, Mr. Chairman,11and members of the Board, is the business itself,12which includes all of the assets, including the13liquor license, which is the subject of the14transfer proceeding today.15 The lease will be assigned. But the16Barcode corporation, itself, will no longer be17involved in operating or running the Barcode18business, which is the restaurant and club.19 CHAIRPERSON ANDERSON: So, Mr.20Krosragoanis, Mr. Amashari and Mr. Masoon A-B-O-21U-H

-D-D-A-H-R-E-H, who were president and v
-D-D-A-H-R-E-H, who were president and vice22president and secretary, they would have no --23once this transfer is approved, is it correct24that they would have no ownership interest or no25business interest in Barcode? Is that correct?(202) 234-4433Washington DCwww.nealrgross.com1 MR. STEIN: That is correct, Mr.2Chairman.3 CHAIRPERSON ANDERSON: All right. 4Thank you. Mr. O'Brien, so you represent DMT5LLC. And again, what is DMT LLC and who are6they? Who then are they -- who will be operating7this establishment if the Board approves the8transfer?9 MR. O'BRIEN: I misspoke earlier, Mr.10Chairman. It's DMT Group.11 CHAIRPERSON ANDERSON: DMT, I'm sorry. 12All right. I will --13 MR. O'BRIEN: I misspoke.14 CHAIRPERSON ANDERSON: No. You spoke15correctly. I wrote DMT.16 MR. O'BRIEN: No, you wrote DMT17because I said DMT.18 CHAIRPERSON ANDERSON: But isn't it D19--20 MR.

O'BRIEN: I missed the group the21first
O'BRIEN: I missed the group the21first time.22 CHAIRPERSON ANDERSON: But what is it? 23It's DM what?24 MR. O'BRIEN: DMT Group.25 CHAIRPERSON ANDERSON: DMT Group LLC.(202) 234-4433Washington DCwww.nealrgross.com1 MR. O'BRIEN: LLC.2 CHAIRPERSON ANDERSON: Okay. No,3that's all right. Okay. Okay. So who is DMT4LLC and who are the members that own -- and I'm5going to be very specific because it appears this6is a new entity. And one of the things that I7found out is that, as you are all aware, if an8individual owns more than 10 percent of an9establishment, they need to be on the license.10 And one thing that I found out on11these transfers, and I think one of the reasons12why it's good for the Board to have a public13hearing to get information, is that we're hearing14about someone who would own 25 percent who was15never on the license.16 And so I want to make sure that if17this is a new entity c

oming in that they are18clear that our r
oming in that they are18clear that our rules and regulations require that19if an individual owns 10 percent of the entity20that they must be on the license.21 And so that's why I'm trying to get22some clarification. So maybe you can tell us who23is DMT? And the purpose, I'm saying -- the Board24is not going to approve or disapprove. We just25want to make sure that because of the nature of(202) 234-4433Washington DCwww.nealrgross.com1why this transfer is coming about that we just2have a public hearing so everything is on the3record to say that the public is aware that we4did take the time to try to get to the -- to make5sure that there's a clear break in between the6owner or owners that are involved with this other7matter from the future operation of the entity. 8They can let us know who is DMT Group LLC and who9will be the individuals who will -- I guess the10managing members then, yes, please.11 MR. O'BRIEN: One hundred percent --12 CHAI

RPERSON ANDERSON: Yes.13 MR.
RPERSON ANDERSON: Yes.13 MR. O'BRIEN: -- of DMT is owned by14the three individuals in front of you. Each of15them has a one-third interest.16 CHAIRPERSON ANDERSON: All right.17 MR. O'BRIEN: But there is no18carryover of any interest or ownership from19present Barcode corporation to here. These are20entirely new people.21 Counsel characterized the negotiations22as arm's-length. I'll go farther.23 CHAIRPERSON ANDERSON: Sure.24 MR. O'BRIEN: The negotiations were25contentious and to some extent remain so. Any(202) 234-4433Washington DCwww.nealrgross.com1attorney who puts his own credibility on the line2always runs a risk. But I can tell the Board3that I am entirely comfortable that this is an4arm's-length third-party and that these folks are5strangers to the sellers. And the seller entity6and its principals, whomever they may be -- we7have no idea -- will not have any ongoing role8with respect to opera

tion of this business.9 CHAIR
tion of this business.9 CHAIRPERSON ANDERSON: So who is the10managing member of the entity?11 MS. WUBE: I am.12 CHAIRPERSON ANDERSON: And your name,13again, for the record, ma'am?14 MS. WUBE: Arlene Wube.15 CHAIRPERSON ANDERSON: Ms. Wube.16 MR. HAILEGORGHIS: And Hailegorghis,17Derege.18 CHAIRPERSON ANDERSON: So you're the19managing members. So I guess I'm trying -- who20is going to be the face of Barcode?21 MS. WUBE: We both will. And then22we're hiring someone to be the GM. We have23someone already in place if it's all approved.24 CHAIRPERSON ANDERSON: So what can you25give us -- and, again, this is not a(202) 234-4433Washington DCwww.nealrgross.com1qualifications hearing but as you --2 MS. WUBE: So --3 CHAIRPERSON ANDERSON: I'm sorry. 4This is not a qualifications hearing, but since5you're here. Who are you? I mean, what type of6backgroun

d do you have in running a business such
d do you have in running a business such7as this?8 MR. HAILEGORGHIS: Yes. My name is9Derege Hailegorghis. I own Pure Nightclub for10the last 24 years. We're going to celebrate 2511years this December. And then I have a manager12named Mike Walker, who has been with me 15 years13running my business. He's going to be running14this Barcode. When everything is transferred,15he's going to manage and train the other manager,16too.17 CHAIRPERSON ANDERSON: And what about18you, Miss?19 MS. WUBE: Arlene Wube. I'm primarily20in government contracting. I have a company here21in DC, Arlo Solutions, and that's what I do.22 CHAIRPERSON ANDERSON: But you have23never -- do you have a background in running a24nightclub?25 MS. WUBE: I mean, I have a background(202) 234-4433Washington DCwww.nealrgross.com1in, like, supporting promotions on the backend,2just payroll and things like that. But nothing3as far as in it.4

CHAIRPERSON ANDERSON: All right. And5t
CHAIRPERSON ANDERSON: All right. And5the gentleman in the middle, who is he and what6role will he play?7 MR. MULUGETA: My name is Mulugeta. 8I am a real estate developer. Mostly I work in9Africa and Ethiopia. And I have a couple of10businesses here in the Washington area. And I am11buying the National Golf Club in Maryland. 12That's what I do.13 So I know them for over 20 years. I14believe in them. And so I will be happy to15invest on them. And he ran a club for 25 years. 16And I do know him very well. He never had a17problem.18 I myself, own a hotel in Africa and19Ethiopia, Best Western. So that's what I do. I20am investing on this. I am going to be a silent21partner so.22 CHAIRPERSON ANDERSON: Any questions23by the Board members of any of the parties? Let24me see if I have any other questions. So, I25guess, just a quick question just for my(202) 234-4433Washington DCwww.nealrgross.com1information. We have new own

ers. There's going2to be a new entity.
ers. There's going2to be a new entity. So are you going to have the3same employees? Are you going to have a general4-- are you changing all of the employees of5Barcode? I mean, just --6 MS. WUBE: We haven't decided that 1007percent. We have been doing some consulting. 8But we didn't want to put too many resources in9until we know which way this is going to go10because it's been going back and forth for a11while.12 But our strategy right now is to bring13in some consultants who started the Carlyle14Restaurant in Virginia in Arlington who will help15us develop our overall strategy to really focus,16too, on the food aspect of it.17 But we don't have -- like we're18working on a business plan, but again, not 10019percent. But right now we've made no decisions20or talked to anyone there or know even if that's21an option.22 MR. O'BRIEN: If I understand23correctly though, it's intended that the business24continue.25 CHAIRP

ERSON ANDERSON: Right.(202) 234-4433Wa
ERSON ANDERSON: Right.(202) 234-4433Washington DCwww.nealrgross.com1 MR. O'BRIEN: And some employees --2 MS. WUBE: We will hope, yes.3 MR. O'BRIEN: -- will be --4 MS. WUBE: Transitioned.5 MR. O'BRIEN: -- new hires.6 MEMBER SHORT: Mr. Chair?7 CHAIRPERSON ANDERSON: Yes, Mr. Short?8 MEMBER SHORT: I just have one9question. The finances and the taxes being owed10to the District of Columbia previous before you11bought this business, was all that straightened12out, Mr. --13 MR. O'BRIEN: No, it is not entirely14straightened out. As I've described it to the15clients, this deal really is -- I'm trying to16build a three-legged stool.17 Three things have to happen for this18to come about. One is the Board has to approve19the transfer. The second is the landlord must20approve it, and I believe we're very close. 21We're going to exchange documents. I think I'm22goin

g to have another draft of that.23
g to have another draft of that.23 And the third is that the Office of24Tax and Revenue has to release its lien on these25properties.(202) 234-4433Washington DCwww.nealrgross.com1 Now, I can tell you this. The deal,2and you have a copy of the contract in the file. 3The purchase price here is $585,000. After4deduction of just a couple of adjustment items,5maybe $10,000 worth, every penny of that is going6straight to the Office of Tax and Revenue.7 Barcode is not walking away with a8penny from this. Now, I believe there are9additional negotiations underway between Barcode10and the Office of Tax and Revenue as to the11deficiency, which will be remaining on Barcode's12lien obligation to the District after application13of the proceeds of this deal.14 I believe as recently as yesterday15that was the subject of discussion between16Barcode's representatives and the Office of Tax17and Revenue.18 MEMBER SHORT: So would there b

e any19finalized information given to th
e any19finalized information given to this Board prior20to us voting for any transfers to satisfy that I21would want to know, everyone pays their fair22share of taxes. If they don't, I can't vote for23this. That's just my opinion as one Board24member.25 MR. O'BRIEN: I would draw distinction(202) 234-4433Washington DCwww.nealrgross.com1in short between the Board approving the2transaction and actually issuing a license. We3know full well that no license is going to issue4until the Office of Tax and Revenue tells you5that it is satisfied.6 MEMBER SHORT: Thank you very much. 7That's all I have, Mr. Chair.8 CHAIRPERSON ANDERSON: Any other9questions by any other Board members? Any10comments or representations you want make, either11side?12 MR. O'BRIEN: No. I would ask that13the Board consider approving the transaction in14principal subject to a release or a clearance15from OTR. Because I'm trying to build this16three-legged sto

ol here.17 CHAIRPERSON ANDERS
ol here.17 CHAIRPERSON ANDERSON: The purpose --18the only that -- and with that said. I'll make a19motion and the motion that I'm making to the20Board is that the Board authorize this licensing21to move forward with the process. So that's all22we're doing.23 So all we're going to do is to24authorize our licensing division to move forward25with the process and whatever that process(202) 234-4433Washington DCwww.nealrgross.com1consists of for them to get the licensing, then2that's outside the Board's purview.3 But this is just to get -- to put on4the record that there's an arm's-length5transaction between the current ownership and the6new ownership. And that all they're going to do7-- the motion that I'm making to the Board is8that we authorize that the process -- that as a9transfer, that it goes to licensing and licensing10provide whatever proper documentation. You11provide clean hands. And if that's not -- if you12cannot -- if that's no

t provided to licensing,13then, of cours
t provided to licensing,13then, of course, a license is not going to be14issued. So that's basically where we are.15 So with that said, if you have no16other comment, then I'm making a motion to the17Board that we authorize licensing to move forward18with the process of transferring the license. Is19there a second?20 MEMBER SHORT: Second.21 MEMBER CATO: Second.22 CHAIRPERSON ANDERSON: Mr. Short and23Mr. Cato seconded the motion. All those in favor24say aye.25 (Chorus of ayes.)(202) 234-4433Washington DCwww.nealrgross.com1 CHAIRPERSON ANDERSON: Those opposed?2 (No audible response.)3 CHAIRPERSON ANDERSON: The motion4passes 5-0-0. So we authorize the process and5whatever happens, happens.6 MS. WUBE: Thank you.7 CHAIRPERSON ANDERSON: Good luck. 8Thank you.9 MR. O'BRIEN: Thank you, Mr. Chairman.10 CHAIRPERSON ANDERSON: Good luck. 11Bye-

bye.12 (Whereupon, the above-
bye.12 (Whereupon, the above-entitled matter13went off the record at 10:35 a.m.)(202) 234-4433Washington DCwww.nealrgross.com(202) 234-4433Washington DCwww.nealrgross.comA2:221:135:186:257:43:28:215:9,187:139:201:15,172:32:15,18,253:6,13,153:19,22,244:3,6,9,124:14,19,235:56:178:5,9,229:1910:3,1110:14,18,22,2511:212:12,16,2313:9,1213:15,18,2414:3,1714:2215:4,2216:2517:719:8,1720:2221:1,3,7,101:228:25:2511:51:23,23,24,242:243:25:21:92:14,1611:2417:18,209:2313:2319:1,131:233:14,1713:1414:195:178:1712:2213:420:48:13,168:209:122:118:113:119:20,2420:820:1721:411:712:3B14:6,23,251:6,62:4,5,5,72:7,106:27:218:1,38:14,199:2,6,8,16,179:2512:1913:2014:1416:518:7,918:11,165:2515:1417:2018:8,141:2,135:10,105:148:129:1110:711:12,2313:215:2317:1818:19,2319:1,919:13,20,2020:7,1717:1619:153:118:14,199:5,7,8,11,18,2513:814:6,1316:18,238:18,20C2:4,4,65:71:1820:21,234:256:1117:62:107:258:78:12,179:5,1010:210:1021:91:14,172:3,15,18,253:6,133:15,19,22,244:3,6,94:12,14,19,235:56:178

:5,9,229:1910:3,11,14,18,22,2511:212:12,
:5,9,229:1910:3,11,14,18,22,2511:212:12,16,2313:913:12,15,18,2414:314:17,2215:4,2216:2517:719:8,1720:2221:1,3,7,106:4,197:145:2120:1111:1812:59:1815:11,151:15:246:317:1811:1712:11:68:1,39:6,1612:199:23,2510:110:1516:231:2312:2115:918:4D2:2510:1817:1518:1,131:244:1713:171:15:2317:102:233:1,22,234:226:97:16,17,177:19,219:310:4,5,1010:11,15,16,17,24,2511:3,2312:8,1316:719:221:15,17E16:3,417:112:2013:36:137:15,158:219:211:6,17,1912:713:5,1016:28:1410:711:915:9,19F1:75:7(202) 234-4433Washington DCwww.nealrgross.com6:2415:31:75:76:319:21,246:2411:7,10G5:215:55:2314:203:2310:10,20,2410:2512:87:8,118:2412:913:1915:25H1:244:164:17,2113:16,1614:85:2120:1121:5,51:7,135:711:13,1312:214:1,48:316:14I11:8,195:112:9,146:2011:1316:118:199:24,2512:159:1712:67:319:3JJAMES1:19JR1:18K1:222:82:128:29:20L1:82:59:1311:9,15,2019:2,320:13,185:1019:20,2420:1,9,9,12,1717:2418:125:69:82:233:1,22,236:97:7,16,218:219:310:5,5,2511:1,412:821:7,10M3:2013:1319:1920:7,1614:11,155:412:1013:1

0,191:55:912:714:5,2516:51:18,18,19,191:
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